Terms of Service

Last Updated: October 5th, 2017

Welcome to the Alien Labs, Inc. (“Alien Labs”) website located at https://memo.ai (the “Site”). Please read these Terms of Service (these “Terms”) and the Privacy Policy located at https://memo.ai/privacy (the “Privacy Policy”) carefully because these Terms govern the use of the Site and the chatbot and any other services accessible via the Site, any Alien Labs mobile applications, desktop applications or third party service integrations (collectively, the “Apps”). To make these Terms easier to read, the Site, the chatbot, and the services made available through the Site, and the Apps are collectively called the “Services”.

1. Agreement to Terms

By using the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

2. Privacy Policy

Please refer to the Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to the Privacy Policy.

3. Changes to Terms or Services

We may modify these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, through the Services, or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or through the Services, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because the Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. The Services

a. Eligibility

You may use the Services only if you are 13 years or older, capable of forming a binding contract with Alien Labs, and are not barred from using the Services under applicable law.

b. Registration and Your Information

If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Services or through your account with certain third-party services such as Slack (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

5. Electronic Communications

When you use the Services, or send e-mails, text messages, and other communications through the Services to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Site or through the Services, and you represent that you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6. Payment Terms

a. Charges

Fees for the Services are specified at or prior to “check-out” and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in these terms, fees paid are not refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

b. Payment Method

You will be asked to provide a payment method at the time you sign up for the Services. You can access and change your billing information and payment method by signing into your Account. Additionally, you agree to permit the Alien Labs and its third party payment processor(s) to use any updated information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your Account and other information, including your payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes you make to your Account will not affect charges we submit before we can reasonably act on such changes.

c. Billing

By providing a payment method, you: (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize Alien Labs and/or its third party payment processors to charge you for the Services using your payment method; and (iii) authorize Alien Labs and/or its third party payment processors to charge you for the Services you choose to sign up for or use while these Terms are in force. We, or our third party payment processors, may bill you: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for the subscription Service. We may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for the recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.

d. Recurring Payments

When you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to Alien Labs and/or its third party payment processors by the method you have chosen at the applicable recurring intervals, until the subscription for the Service is terminated by you or by Alien Labs. By authorizing recurring payments, you are authorizing Service Provider and/or its third party payment processors to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (in the case of Automated Clearing House or similar payments), or as charges to your designated account (in the case of credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Alien Labs and/or its third party payment processors reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.

e. Automatic Renewal

Provided that automatic renewals are allowed in your state, you may choose for the Services to automatically renew at the end of the fixed service period. We will remind you by email before the Services renew for a new term, and notify you of any price changes in accordance with the section entitled “Price Changes” set forth below. Once we have reminded you that you elected to automatically renew the Services, we may automatically renew your Services at the end of the current service period and charge you the then current price for the renewal term, unless you have chosen to cancel the Services as described below. We will also remind you that we will bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.

f. Billing Errors

You may view access an online billing statement through your Account. This may be the only billing statement Alien Labs will provide. If Alien Labs makes an error on your bill, you must tell us within 90 days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund.

g. Canceling the Services

You may cancel the Services at any time, with or without cause. To cancel the Services, you must contact us at team@memo.ai. You should refer back to the offer describing the Services as: (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay all charges associated with your Account made before the date of cancellation; or (iii) you may lose access to and use of your Account when you cancel the Services. If you cancel, your access to the Services ends at the end of your current service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.

h. Promotional Offers

If you are taking part in any trial-period offer, you must cancel the trial Services by the end of the trial period to avoid incurring new charges, unless we notify you otherwise. If you do not cancel the trial Services by the end of the trial period, we may charge you for the Services. From time to time, Alien Labs may offer the Services for a trial period during which Alien Labs will not charge you for the Services. Alien Labs reserves the right to determine eligibility for such offers in its sole discretion and charge you for such Service (at the normal rate) in the event that Alien Labs determines (in its reasonable discretion) that you are breaching the terms and conditions of the applicable offer.

i. Price Changes

Alien Labs may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for the fixed term.

j. Fair Billing Policy

We offer a “fair billing policy” (https://memo.ai/pricing) (the “Fair Billing Policy”). Certain exceptions and conditions, as stated through the Services, may apply. Any credits that may accrue to your account (for example, from a promotion or application of the Fair Billing Policy), will expire following expiration or termination of your Account, will have no currency or exchange value, and will not be transferable or refundable. For more information on credits, please contact us a team@memo.ai.

7. Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at team@memo.ai. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

8. Content Ownership, Responsibility and Removal

a. Definitions

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

b. Content Ownership

Alien Labs does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Alien Labs and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

c. Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to Alien Labs a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Alien Labs on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

d. Rights in Content Granted by Alien Labs

Subject to your compliance with these Terms, Alien Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

9. Rights and Terms for Apps

Subject to your compliance with these Terms, Alien Labs grants you a limited non-exclusive, non-transferable, non-sublicensable license to download (if applicable) and install a copy of the Apps on a mobile device or computer that you own or control and to run such copy of the Apps solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the Apps available to multiple users through any means. Alien Labs reserves all rights in and to the Apps not expressly granted to you under these Terms.

10. General Prohibitions and Alien Lab’s Enforcement Rights

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Services or any individual element within the Services, Alien Labs’ name, any Alien Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Alien Labs’ express written consent;
  • Access, tamper with, or use non-public areas of the Services, Alien Labs’ computer systems, or the technical delivery systems of Alien Labs’ providers;
  • Attempt to probe, scan or test the vulnerability of any Alien Labs system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Alien Labs or any of Alien Labs’ providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Alien Labs or other generally available third-party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing an Alien Labs trademark, logo URL or product name without Alien Labs’ express written consent;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

11. DMCA/Copyright Policy

Alien Labs respects copyright law and expects its users to do the same. It is Alien Labs’ policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

12. Links to Third Party Websites or Resources

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

13. Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at team@memo.ai. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

14. Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

15. Indemnity

You will indemnify and hold harmless Alien Labs and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

16. Limitation of Liability

NEITHER ALIEN LABS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALIEN LABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL ALIEN LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ALIEN LABS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ALIEN LABS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALIEN LABS AND YOU.

17. Dispute Resolution

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Alien Labs agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be brought exclusively in the federal or state courts located in the Northern District of California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.

18. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Alien Labs and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Alien Labs and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Alien Labs’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Alien Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Alien Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Alien Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Alien Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

19. Contact Information

If you have any questions about these Terms or the Services, please contact Alien Labs at team@memo.ai.